Garrison Steel Fabricators, Inc. v. No. 1 Steel Prods., Inc. (Ex parte No. 1 Steel Prods., Inc.) , 1091781.

• Decision Date: 29 July 2011
• Docket Number: 1091781.
• Citation: 76 So.3d 805
• Parties: Ex parte NO. 1 STEEL PRODUCTS, INC.(In re Garrison Steel Fabricators, Inc. v. No. 1 Steel Products, Inc.).
• Court: Alabama Supreme Court

76 So.3d 805

Ex parte NO. 1 STEEL PRODUCTS, INC.(In re Garrison Steel Fabricators, Inc.

v.No. 1 Steel Products, Inc.).

1091781.

Supreme Court of Alabama.

July 29, 2011.

Gregory S. Ritchey of Ritchey, Simpson, Glick & Burford, PLLC, Birmingham, for petitioner.

John R. Frawley, Jr., Irondale, for respondent.

STUART, Justice.

No. 1 Steel Products, Inc., a Massachusetts corporation, petitions this Court for a writ of mandamus directing the St. Clair Circuit Court to dismiss the action filed against it by Garrison Steel Fabricators, Inc., an Alabama corporation, on the basis that the St. Clair Circuit Court lacked personal jurisdiction over it. We grant the petition and issue the writ.

I.

In 2007, No. 1 Steel was engaged as a subcontractor on a construction project at a health and rehabilitation center in Centerville, Massachusetts, known as the Cape Regency project. While working on the Cape Regency project, No. 1 Steel determined that it needed to hire out some of the steel fabrication for which it was responsible. The president of No. 1 Steel, Arthur Pimental, stated in an affidavit that No. 1 Steel accordingly took the following action:

“During the project, we were looking for more structural steel fabricators, and it is my recollection that we went through a list of fabricators posted on a website called the Blue Book that is either bluebook.com or thebluebook.com. We sent emails to various companies through the Blue Book website regarding the project, and if a company was interested, it would contact our office. After receiving contact from a company, I would email the company our website, to view drawings on our website, which is www. no1steel. com, with a password. If the company was interested in submitting a proposal, the company would forward one to our offices in Massachusetts. Our file reflects Garrison Steel Fabricators, Inc., sent a proposal to our offices in Massachusetts, which we reviewed, and which we accepted in Massachusetts by forwarding a purchase order to Garrison Steel Fabricators, Inc. Our acceptance of their proposal was made in Massachusetts.”

The purchase order was sent on October 24, 2007, and according to its terms No. 1 Steel was to pay Garrison Steel $124,200 for the completed product and fabrication services. Garrison Steel thereafter commenced fabrication of the ordered product at its facility in Pell City. The companies apparently communicated via telephone, fax, and e-mail during the negotiation and fabrication process; however, representatives from No. 1 Steel never visited Garrison Steel's facility in Alabama. When the fabrication was complete, Garrison Steel sent the product to No. 1 Steel at its work site in Massachusetts. Although the materials before this Court do not fully explain why, it is apparent that No. 1 Steel was in some way dissatisfied with the delivered product, and No. 1 Steel refused to pay Garrison Steel anything beyond the $64,200 it had previously paid.

In an attempt to collect the remaining $60,000 it claimed No. 1 Steel owed it, Garrison Steel sent No. 1 Steel notice that it intended to file a mechanic's lien unless it was paid the balance of the agreed-upon price. Attached to this notice was a draft of the lien to be filed if no settlement was reached. Upon receiving the notice, No. 1 Steel filed in a Massachusetts court a motion to discharge and release the not yet filed lien, arguing that Garrison Steel was not registered to do business in Massachusetts and that no written contract of the parties' agreement existed; the Massachusetts court granted the motion without stating a rationale.

On June 17, 2009, Garrison Steel sued No. 1 Steel in the St. Clair Circuit Court, asserting claims of open account, implied contract, and labor and work performed and seeking damages in the amount of $60,000. On July 16, 2009, No. 1 Steel moved the trial court to dismiss the action or, in the alternative, to enter a summary judgment in its favor, arguing, among other things, that the trial court lacked personal jurisdiction over it because No. 1 Steel did not do business in Alabama and lacked the required contacts with Alabama to subject it to personal jurisdiction here. Attached to this motion was the affidavit, quoted earlier, of No. 1 Steel's president, Pimental. Garrison Steel filed a response in opposition to No. 1 Steel's motion, arguing that No. 1 Steel had had sufficient contact with Alabama for an Alabama court to exercise jurisdiction over it. Garrison Steel supported its response with copies of the plans and requirements it alleged No. 1 Steel had sent it and copies of e-mail correspondence between the two companies concerning the project. Garrison Steel also submitted an affidavit from its controller, Keith Cornelius, in which he swore that Garrison Steel's relationship with No. 1 Steel had begun sometime in the latter part of 2007 when “sales representatives with my company were contacted by representatives of [No. 1 Steel] regarding my company constructing various structural steel items for delivery to a project being supplied by [No. 1 Steel].”

No. 1 Steel then filed a reply to Garrison Steel's response, disputing the assertion in Cornelius's affidavit that No. 1 Steel had initiated contact with Garrison Steel in Alabama. Accompanying this reply was an affidavit from David Malone, a former sales representative at Garrison Steel, who stated that, sometime in 2007, he had learned about No. 1 Steel's need for steel-fabrication services in association with the Cape Regency project from his previous employer, Smith Ironworks, a Georgia company, which was itself too busy to bid on the project. Malone further stated that, upon learning of the opportunity, he contacted No. 1 Steel and was told how to access specific information about the project on No. 1 Steel's Web site, which he did before preparing the bid that was then submitted and ultimately accepted.

In response to Malone's affidavit, Garrison Steel filed a response supported by an affidavit from its president, John Garrison, asserting that Malone was a disgruntled former employee and noting that Malone's affidavit testimony appeared to contradict the affidavit testimony of No. 1 Steel's president, Pimental, who had previously stated that “[w]e [i.e., No. 1 Steel] sent emails to various companies through the Blue Book website regarding the project.”

On September 9, 2010, the trial court, treating No. 1 Steel's motion seeking a dismissal of the case on the basis of a lack of personal jurisdiction as a summary-judgment motion, denied the motion. On September 24, 2010, No. 1 Steel petitioned this Court, seeking mandamus review of the trial court's decision. We subsequently ordered Garrison Steel to file a response to No. 1 Steel's petition, which it timely submitted, and, on June 28, 2011, we heard oral arguments from the parties concerning the personal-jurisdiction issue.

II.

A petition for a writ of mandamus is the appropriate manner in which to challenge a trial court's order deciding the question of personal jurisdiction. Ex parte Lowengart, 59 So.3d 673, 677–78 (Ala.2010). We review such a petition pursuant to the following standard of review:

“ ‘ “The writ of mandamus is a drastic and extraordinary writ, to be ‘issued only when there is: 1) a clear legal right in the petitioner to the order sought; 2) an imperative duty upon the respondent to perform, accompanied by a refusal to do so; 3) the lack of another adequate remedy; and 4) properly invoked jurisdiction of the court.’ Ex parte United Serv. Stations, Inc., 628 So.2d 501, 503 (Ala.1993); see also Ex parte Ziglar, 669 So.2d 133, 134 (Ala.1995).” Ex parte Carter, [807 So.2d 534,] 536 [ (Ala.2001) ].'

“ Ex parte McWilliams, 812 So.2d 318, 321 (Ala.2001). ‘An appellate court considers de novo a trial court's judgment on a party's motion to dismiss for lack of personal jurisdiction.’ Elliott v. Van Kleef, 830 So.2d 726, 729 (Ala.2002).”

Ex parte Bufkin, 936 So.2d 1042, 1044–45 (Ala.2006).

III.

In Ex parte Excelsior Financial, Inc., 42 So.3d 96 (Ala.2010), we reviewed the due-process concerns that govern a court's decision whether to exercise personal jurisdiction over an out-of-state party, stating:

“ ‘The extent of an Alabama court's personal jurisdiction over a person or corporation is governed by Rule 4.2, Ala. R. Civ. P., Alabama's “long-arm rule,” bounded by the limits of due process under the federal and state constitutions. Sieber v. Campbell, 810 So.2d 641 (Ala.2001). Rule 4.2(b), as amended in 2004, states:

“ ‘ “(b) Basis for Out–of–State Service. An appropriate basis exists for service of process outside of this state upon a person or entity in any action in this state when the person or entity has such contacts with this state that the prosecution of the action against the person or entity in this state is not inconsistent with the constitution of this state or the Constitution of the United States....”

“ ‘In accordance with the plain language of Rule 4.2, both before and after the 2004 amendment, Alabama's long-arm rule consistently has been interpreted by this Court to extend the jurisdiction of Alabama courts to the permissible limits of due process. Duke v. Young, 496 So.2d 37 (Ala.1986); DeSotacho, Inc. v. Valnit Indus., Inc., 350 So.2d 447 (Ala.1977). As this Court reiterated in Ex parte McInnis, 820 So.2d 795, 802 (Ala.2001) (quoting Sudduth v. Howard, 646 So.2d 664, 667 (Ala.1994)), and even more recently in Hiller Investments Inc. v. Insultech Group, Inc., 957 So.2d 1111, 1115 (Ala.2006): “Rule 4.2, Ala. R. Civ. P., extends the personal jurisdiction of the Alabama courts to the limit of due process under the federal and state constitutions.” (Emphasis added.)

“ ‘This Court discussed the extent of the personal jurisdiction of Alabama courts in Elliott v. Van Kleef, 830 So.2d 726, 730 (Ala.2002):

“ ‘ “This Court has interpreted the due process guaranteed under the Alabama Constitution to be coextensive with the...